Annual General Meeting in Poland

Running an Annual General Meeting (AGM) in Poland demands precision, clear timing, and careful documentation. This guide distils the key legal rules and practical steps for limited liability companies (spółka z o.o.) and joint-stock companies (spółka akcyjna), focusing on deadlines, convening powers, meeting formats, voting, minutes, filings, and penalties.

When must the AGM be held?

The AGM must take place within six months after the end of the financial year. The six-month period is mandatory and cannot be extended by internal decisions, even for practical reasons. If the financial year matches the calendar year, the latest meeting date is 30 June of the following year. Missing the deadline breaches statutory duties and can derail downstream actions, including dividend distribution, board renewals, and filings with the National Court Register (KRS).

Who can convene the AGM and how is notice given?

The Management Board usually convenes the AGM, subject to the Articles. If the board does not act, the Supervisory Board or Audit Committee may convene the meeting. Shareholders holding at least one-tenth of the share capital can ask the registry court to authorise them to convene the meeting and appoint a Chairperson if other bodies fail to act. The notice must be sent at least two weeks before the meeting and state the date, time, place, and agenda. If amending the Articles is proposed, the notice should show both the current and proposed wording. Where electronic participation is allowed, the notice must explain how shareholders can attend, speak, vote, and object. If the entire share capital is represented and no one objects, formal notice requirements can be waived and resolutions remain valid.

What quorum and voting rules apply?

A General Meeting is valid regardless of the number of shares represented unless a higher quorum is set by law or the Articles. The Articles may impose a quorum that must be maintained throughout the meeting. Certain decisions need exceptional quorums or higher majorities. For example, mergers or transformations require the presence of at least half of the share capital and a three-fourths vote. Voting is generally open, but secret ballots apply to elections to governing bodies, dismissals, liability matters, personal issues, and whenever any shareholder requests it. As a rule, resolutions pass by an absolute majority (over half of votes cast). Two-thirds or three-fourths may be needed for key changes, and any increase in shareholder obligations or restriction of rights demands unanimous consent of those affected.

What belongs on the AGM agenda?

The agenda must cover:

1. the approval of the Management Board’s report and the financial statements for the prior year,
2. the allocation of profit or coverage of loss, and
3. the granting of discharge (absolutorium) to governing-body members.

Depending on the company’s needs, the meeting may also handle board appointments or dismissals, auditor matters, and dividend decisions. Shareholders representing at least one-twentieth of the share capital can demand additions to the agenda with justification or a draft resolution. If a request arrives after the notice, the company must publish a revised agenda using the same procedure as the original announcement.

How are proxies appointed and verified?

Shareholders may attend personally or by proxy. A proxy must be granted in writing or electronically; non-compliance with form invalidates the authorisation. The proxy should identify the shareholder, the proxyholder, and the scope of authority, especially for resolution-specific voting. A copy of the proxy is attached to the minute book. The company must verify the authenticity and identity of both parties, which may include signature checks or secure channel confirmations. Board and supervisory members and employees are not permitted to act as proxies, protecting impartiality at the vote.

How are dividends decided and paid?

Shareholders decide on profit distribution and dividends at the AGM, based on the approved financial statements and a proposal from the Management Board (and, where required, after supervisory review). If the AGM does not set a payment date, the default is the date of the resolution. The company may set a dividend day to determine entitlement, usually within two months unless the Articles provide otherwise. While practice allows operational flexibility, distributions must not jeopardise creditors or breach capital protection rules.

What must be filed and when?

After approval, the financial statements, the management report, the auditor’s report (if any), and the AGM approval resolution must be filed electronically with the KRS via the RDF within 15 days of approval. Filing is made by an authorised person listed in KRS with PESEL and an eligible e-signature. A local representative holding power of attorney can submit on the company’s behalf. An RDF extract confirms registration. Missing the deadline may result in fines and personal liability for the responsible person.

What are the penalties for non-compliance?

Failure to convene or hold the AGM on time, or to make required filings, can trigger a fine up to 20,000 PLN against the person obliged to act. Persistent breaches can attract repeated fines and, in serious cases involving unlawful corporate actions, criminal liability. Beyond sanctions, late or missing AGMs can block routine corporate actions and delay KRS updates, which can impair operations.

What’s next?

Managing an Annual General Meeting requires careful planning and full awareness of local regulations. For more insights into governance processes in other jurisdictions, explore our article Unlock AGM Triumph: Tactics For Ensuring Compliance In France.

Klea transforms entity management by offering centralised governance, automated compliance, and secure collaboration tools. For this reason, businesses seeking an efficient, scalable solution can take the following actions:

• Request a Demo – See Klea in action for your organisation.
• Start a Trial – Experience firsthand how automation reduces workload and improves efficiency.
• Talk to Our Experts – Get tailored recommendations based on your entity management needs.

Company secretarial software solutions play a vital role in ensuring structured governance, consistent compliance, and precise legal entity management. With Klea, organisations can maintain corporate governance that is efficient, transparent, and risk-free.

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